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In conclusion, since the sale of the JV Interest is clearly in the best interest of both Office Depot shareholders and Office Depot / OfficeMax shareholders, we strongly encourage the Board to immediately seek OfficeMax's approval to sell this asset and for OfficeMax to consent to such sale.

Best Regards,

/s/
Jeffrey C. Smith

Jeffrey C. SmithStarboard Value LP

About Starboard Value LP

Starboard Value LP is a
New York-based investment adviser with a focused and differentiated fundamental approach to investing in publicly traded U.S. small cap companies. Starboard invests in deeply undervalued small cap companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.